Agreement for the Sale of Machinery
Agreement for the Sale of Machinery
This Agreement of Sale (here in after referred to as the Agreement) is made at _______ on this __________ day of, ____________.
Between
M/s ________________, a ______________ company incorporated under the Companies Ordinance, 1984 having its registered office at __________, ____ (hereinafter referred to as ‘the Seller’ which expression shall include its successors in interest, legal heirs and assigns) of the first part
And
M/s. ________________, a ______________ company incorporated under the Companies Ordinance, 1984 having its registered office at __________, ____ (hereinafter referred to as ‘the Buyer’ which expression shall include its successors in interest, legal heirs and assigns) of the second part; and
Whereas the Seller is the lawful owner of machinery namely Access Server, Cache Engineer, Router, Switch, HSDL Equipment and other ancillary items (hereinafter referred to as the ”Machinery and Equipment” more fully described in Schedule I attached hereto).
And Whereas the Seller intends to sell the Machinery and Equipment and the Buyer intends to purchase the Machinery and Equipment from the seller on the terms and conditions settled in this Agreement and in the Purchase Order dated ________.
NOW THEREFORE THIS AGREEMENT WITNESSTH AS FOLLOWS:
- Conditions of Sale
1.1 It has been expressly agreed between the Seller and Buyer in the purchase order dated ___________.
- a) The Seller shall sell the Machinery and Equipment to the Buyer and the Buyer shall purchase the Machinery and Equipment from the Seller for a consideration of Rs. _______ (in words) (hereinafter referred to as “the consideration money”).
- b) The seller has given a warranty for the performance and fitness of purpose for 12 months in respect of the Machinery and Equipment commencing from the date of installation of the Machinery and Equipment. All the Machinery and Equipment to be sold by the Seller under this Agreement are warranted from the defects of design, manufacture and material.
- c) During the warranty period if any problem regarding the performance and/or fitness of the Machinery and Equipment arises, then the Buyer will give maximum two hours response time to the Seller from the time of Buyer’s call. In case of malfunction of the Machinery and Equipment and/or part thereof, the seller undertakes to repair the same and in case of failure, give replacement of defective equipment/machinery of an equal or better specification of the same brand to the Buyer and thereafter within a period of two weeks a brand new equipment/machinery of an equal specifications and of the same brand shall be provided to the Buyer and the Seller.
- Terms of Payment
2.1 The seller and the Buyer agree that the terms of payment for the payment of the Consideration Money shall be as follows:
- a) An advance of Rs. _______ (in words) (hereinafter referred to as the “advance”) which constitutes 10% of the consideration money shall be paid by the Buyer to the seller on ___________
- b) An amount of Rs. _______ (in words) which constitutes 50% of the consideration money, shall be paid by the Buyer to the Seller after the delivery of the Machinery and Equipment.
- c) The remaining amount of Rs. __________ (in words) which constitutes 40% of the consideration money shall be paid by the Buyer after the satisfactory testing, commissioning and fitness of the Machinery and Equipment.
2.2 It has been mutually agreed between the parties that the mode of payment in respect of the payments by the Buyer referred in clause 2.1 (b) and (c) of this Agreement shall be by cash or in form of banker’s draft in favor of the Seller.
2.3 The parties have further agreed that the seller provide a receipt of payment of the amount being paid to the Government of Pakistan in respect of General Sales Tax for the sale of Machinery and Equipment.
2.4 The seller has also agreed that it shall bear all the charges to be incurred in relation to the insurance of the Machinery and Equipment covering all risks from the manufacturer to the Buyer’s premises i.e ______________ and its loading and transportation charges, unloading charges at the Buyer’s premises and installation and erection in respect of the same.
- Terms of Delivery
3.1 The Seller shall deliver the Machinery and the Equipment to the Buyer within 06 to 08 weeks from the date of the purchase order dated _____ at the Buyer’s premises and in case of failure of delivery within the stipulated time period, one percent of the total value of the Machinery and Equipment or part thereof shall be paid by the Seller to the Buyer for each month’s delay and in case the Seller refuses to pay such amount on account of delay then the Buyer shall be entitled to deduct the same from the consideration money accordingly. The parties have agreed that it shall be the responsibility of the Seller to execute delivery of possession of the Machinery and Equipment in favor of the Buyer only upon receipt of the payments due under clause 2.1 (b) and (c).
3.2 It has been mutually agreed that the Seller shall bear all the actual charges incurred in relation to the Machinery and the Equipment’s loading and transportation charges, unloading charges at the Buyer’s premises and installation and erection charges in respect of the same.
3.3 The parties have further agreed that it shall be the responsibility of the Seller to ensure the successful and uninterrupted running and installation of the Machinery and Equipment.
3.4 It has been further agreed between the parties that any loss or damage caused to the Machinery and Equipment due to any reason during transportation from the Seller’s premises to the Buyer’s premises and any loss caused to the Buyer as a result thereof shall the responsibility of the Seller and the Seller shall bear all the costs and expenses in respect of the same.
- Testing and Commissioning
4.1 The Buyer and the Seller agree that the Machinery and Equipment shall be tested and commissioned to the satisfaction of the Buyer once the same has been installed at the Buyer’s premises.
4.2 The Seller undertakes that in case the testing and commissioning of the Machinery and Equipment failed according to the requirements/satisfaction of the Buyer then the Seller shall repair or replace the same at its own expense within one month from the date of its installation in case if the Machinery and Equipment is discovered faulty/defected. Furthermore, in case the Seller fails to repair or replace such Machinery and Equipment then the buyer shall be entitled to deduct the amount as given in the Clause 2.1 (c ) of this Agreement.
- Performance
The Seller shall demonstrate satisfactorily the performance of the Machinery and Equipment. Once the Buyer is satisfied with the performance and fitness of the purpose of Machinery and Equipment then the Buyer shall pay the remaining amount as given in Clause 2.1 (c ) of this Agreement.
- Covenants by the Seller
6.1 The Seller hereby covenants that all the Machinery and Equipment are free from all encumbrances, charges, liens, etc.
6.2 The Seller also undertakes that upon completion of the installation of the Machinery and Equipment by the seller’s personnel(s) at the Buyer’s premises the seller shall arrange a training program in order to give training on all Cisco equipment (CCNA) and Linux operating system for four persons employed by Buyer. Details of the training are attached herewith as Annexure A.
- Covenant by the Buyer
the Buyer covenants that all payments due in respect of the consideration money shall be paid as per the payment schedule set out here in above in clause 2.1
- Transfer of Ownership
8.1 The Seller has agreed that the Seller shall deliver possession of the Machinery and Equipment in terms of Clause 3.1 upon receipt of the total consideration money from the Buyer payable as per payment set out herein above in clause 2.1.
8.2 Notwithstanding anything contained in this Agreement no transfer of ownership of Machinery and Equipment shall take place unless and until the total consideration money has been received by the Seller. Till such time the original documents of title in respect of the Machinery and Equipment shall remain with the Seller.
- Dispute Resolution/Arbitration
9.1 If any dispute or difference shall arise between the parties hereto touching any clause or thing what so ever herein contained or in the purchase order dated ____ the operation or construction thereof or any matter or thing in any way connected with this Agreement or the rights, duties or liabilities of either of the parties under or in connection with this Agreement (each a ‘dispute’) and such Dispute cannot be settled through mutual discussion then, and in every such case, the dispute shall be referred to arbitration under the following provisions:
- a) The rights and obligations of the parties under or pursuant to this Agreement shall be governed and construed according to the Laws of Pakistan.
- b) The Dispute shall be referred to the Arbitration and finally settled in ______ in accordance with the Pakistan Arbitration Act, 1940 and any amendment or substitution thereof. If the parties cannot agree the appointment of sole arbitrator each party shall appoint an arbitrator and the arbitrator shall, before entering upon the reference jointly an arbitrator and the arbitrators shall, before entering upon the reference jointly appoint an umpire. The decision of the arbitrator(s) shall be final and shall not be challenged or assailed in any court on any ground whatsoever.
- Change In Law
10.1 The parties have agreed that if, as of or after signing of this Agreement any duties, fees, levies, charges, cess, taxes, development surcharges- including without limitation any excise duty, sales tax, octroi, etc is imposed in respect of the Machinery and Equipment, such additional burden of taxation due to a change in law or government notification shall be paid by the Seller over and above the consideration money.
- Miscellaneous
11.1 The parties have agreed that they shall endeavor to take all possible steps so as to enable themselves to gain maximum taxation related releif’s to which the parties may become subject as a result of the signing of this Agreement. However, the parties do undertake to abide by the provisions of all the laws currently in force and that are applicable to them.
- Law governing the Agreement
This Agreement shall be governed by and construed in accordance with the Laws of Pakistan.
IN WITNESS WHEREOF the parties acting thrsough their duly authorized representatives have executed this Agreement at the place and on the day, month and year first mentioned above.
_____________________ ______________________
For and on behalf of Seller For and on behalf of Buyer
Witnesses:
- 2.
Name: Name:
CNIC CNIC
Add Add
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Schedule I
(Details of the Saleable Machinery and Equipment)
Annexure A
(Details of Training)